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Part 1 · General provisions  ›  Division 1 · Eligibility for division › Section 123

Types of divisions

(1) A legal entity (legal entity being acquired) may fully divide up its assets, whereby it is dissolved without being wound up,

1.  for purposes of absorption, by simultaneously transferring the parts of the assets, in each case as a whole, to other legal entities already in existence (acquiring legal entities) or

2.  for purposes of new formation, by simultaneously transferring the parts of the assets, in each case as a whole, to other legal entities that have been new in this way by said legal entity,

in return for shares in this legal entity being allotted, or memberships in same being granted, to the holders of shares in the legal entity being acquired (full division).

(2) A legal entity (legal entity being acquired) may separate out a part, or several parts, from its assets

1.  for purposes of absorption, by transferring this part or these parts, in each case as a whole, to one or several legal entities already in existence (acquiring legal entities) or

2.  for purposes of new formation by transferring this part or these parts, in each case as a whole, to one or several legal entities that have been new in this way by said legal entity

in return for shares in this legal entity or these legal entities being allotted, or memberships in same being granted, to the holders of shares in the legal entity being acquired (partial division).

(3) A legal entity (legal entity being acquired) may divide a part, or several parts, of its assets by separation

1.  for purposes of absorption, by transferring this part or these parts, in each case as a whole, to one or several legal entities already in existence (acquiring legal entities) or

2.  for purposes of new formation by transferring this part or these parts, in each case as a whole, to one or several legal entities that have been new in this way by the legal entity being acquired

in return for shares in this legal entity or these legal entities being allotted, or memberships in same being granted, to the legal entity being acquired (division by separation).

(4) The division may also be effected by a simultaneous transfer to existing and new legal entities.

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